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Partner Agreement

GENERAL TERMS AND CONDITIONS FOR THE PARTNER

“FALCON SHOP” is a virtual concept store, a digital portal with the aim of helping each brand that becomes our partner to increase the visibility of its products in order to sell them to the public. Sales for a fee with a percentage of sales. By acknowledging the following contract, the partners agree with FALCON.

 

FOREWORD:

  1. FOR PARTNER

All documents required for the procedure are attached to this contract including the rules for using the “FALCON SHOP” platform.

  1. NOTICES AND AMENDMENTS TO THE CONTRACT

Both parties may hold communication regarding the contract through any common contact portal. And in the same way Falcon can send and report other documentation that is part of the contract such as guidelines or other rules. With approximately 15 days’ notice, Falcon may amend or supplement contents of the Partner Agreement at any time.

  1. SERVICES

3.1 Sales channels: customers can place orders by purchasing your products through our sales channel. We would like our channel to be always available and functional for continuous service, but we are not obliged to do so. Unless otherwise agreed upon in writing, customers may only purchase by credit card or Paypal.

3.2 Mandate: During the Partner Contract, FALCON is authorised and appointed by you as your agent and acts for the purpose of concluding contracts for the sale of goods between you and customers through Orders placed on the Sales Channel. What concerns the purchase of your goods will be a relationship between you and the customer. FALCON has no obligation to promote the conclusion of contracts between you and the Customers.

3.3 Shipment Shipments to the Customer and Returns made by the Customer are handled by the partner in accordance with the “Delivery and Return Conditions” which are annexed to this Contract, of which they form an integral part.

3.4 Marketing Activities: FALCON can use your brand for marketing activities in order to give the partner greater visibility. It is also possible create or promote your brand directly from our website and communication channel or even from your own if you already have one. Under these terms FALCON is authorised by you to use your intellectual property rights, your logo and name for the performance of these marketing activities during the Partner Agreement. You also guarantee that you are authorised to give such consent. You may receive advertising communications from us, including surveys for market research relating to our products or services, at any time, unless you report otherwise. In addition, you will have to provide us with your e-mail or other means of communication, authorising us to send you, unless you wish, advertising communications from third parties.

  1. SERVICES FOR BRANDS

Concerning the services offered by FALCON, such as promotion through our channels and platforms, such as publication on the HOME page of the magazine, being in the ‘Best Of’, etc.

Please note that they will not be made available to those who do not meet the following requirements:

  • it is not permitted to sell in shops other than one’s own and the FALCON shop;
  • contractual continuity in sales in the FALCON shop;
  • be chosen by FALCON.
  1. ON THE EXECUTION OF ORDERS BY YOU

5.1 Obligations towards CustomersThe Partner must respect the contract that is implied with the customer from the moment the order is placed, therefore if the Partner does not prepare and deliver an order, the Partner assumes the responsibility and awareness that he has breached the contract between Partner and customer and that FALCON may take any action it deems appropriate (including refunding the Customer).

5.2 Acceptance and Rejection: The Partner must ascertain all Orders it has received from FALCON as the product is to be accepted or rejected so that the status of the Order can be promptly communicated to the customers.

5.3 Co-operation clause: If the Partner is unable to fulfil its obligations to the Client in connection with any Order, it shall notify us as soon as possible to enable us to inform the Client on its behalf.

5.4 Payment Receipts to the Customer: Receipt occurs automatically with purchase by email. You can request the pdf every 15th of the month.

5.5 Delivery and collection:

The delivery shall be made in accordance with the conditions made available by us from time to time by email and you shall be obliged to ensure the delivery of the ordered goods to the Customer, promptly to the address communicated by us. You must verify that the Order number provided by the Customer matches the Order number you received from us. All Orders delivered by you must comply with the following standards:

5.5.1 They must be packaged and sealed by you so that they are not damaged during delivery;

5.5.2 The order shall be checked and guaranteed to contain all products ordered by the customer and thus to be complete and accurate.

5.5.3 All necessary documents such as export documents must be included in the parcel.

5.6 Claims and compensation: If a customer makes a complaint about an order of any kind, the partner is obliged to respond to the customer promptly, finding a solution in a reasonable manner and in cooperation with us to solve the problem as best as possible. If we incur costs as a result of your complaint about a product, delivery service, premises or other services, these will be charged to you.

  1. ON THE INFORMATION YOU PROVIDE US

6.1 Accuracy and Completeness: All information provided on the Partner must be accurate and complete, both about your products and your business activity. Keep in mind that information about your products and e.g. postcode, delivery times and delivery area will be visible to customers via the sales channel. Therefore, ensure that the Partner Information provided is constantly updated.

6.2 Stockpiles: “FALCON” does not physically hold the products in its warehouse as it relies on a drop shipping system, whereby products are sold directly to the end user. In order for this to be efficient, the Partner must always communicate if it encounters problems with stock availability and data entered on “FALCON”.

  1. PRICE, DISCOUNTS AND OFFERS

7.1 The Partner may choose the price to be put on the sales channel, which is to be put before VAT and taxes, taking into account Art. next.

7.2. All prices, discounts, and special offers that are offered concerning your products in our shop (including delivery charges and set minimum order values) for the same products or services may not differ from or be less unfavourable than those you offer on your sales channels. Furthermore, all details on prices, discounts and special offers must be guaranteed and provided promptly so that we can make them available to customers.

7.3. FALCON will periodically make special discounts and offers and give partners the opportunity to participate. The time period for participation in a promotion will be included in this contract. In the event that the partner does not accept participation, he is aware that he will benefit from reduced visibility of his products in the shop.

  1. THE FEES TO WHICH WE ARE ENTITLED

8.1 FALCON will be due a commission calculated as a percentage of the final gross sales price, according to the following criteria:

  1. products with a value of less than Euro 100.00 (HUNDRED/00): 25% commission;
  2. products with a value between Euro 100.00 (HUNDRED/00) and Euro 250.00 (TWO HUNDRED FIFTY/00): 30% commission;
  3. products with a value between Euro 250.00 (TWO HUNDRED FIFTY/00) and Euro 500.00 (FIFTY/00): 35% commission;
  4. products with a value exceeding Euro 500.00 (FIVE HUNDRED/00): 40% commission.

8.2 A partner who sells products with a gross value of more than Euro 4,000.00 in the relevant quarter shall pay a calculated fee to the supplier:

  1. in Euro 120.00 (HUNDRED TWENTY/00) if the Partner sells products worth between Euro 4,000.00 (FOUR THOUSAND/00) and Euro 10,000.00 (TEN THOUSAND/00) during the reference period;
  2. Euro 240.00 (TWO HUNDRED FOURTY-FOURTY/00) if it sells products with a value exceeding Euro 10,000.00 (TEN THOUSAND/00).

These fees are shown net of the applicable VAT.

8.2.1 If the partner during the quarter does not reach EUR 4,000.00 from the products sold, then it does not have to pay the fees claimed above.

8.3 The partner bears all shipping and delivery costs in Italy or abroad. You therefore accept the ‘delivery and return conditions’ that form part of this contract.

8.4 Returns and shipments are handled in the same manner. For shipments from abroad, FALCON will bear 50% of the costs.

  1. ON PAYMENTS BY CUSTOMERS

9.1 Payment Receipt: When customers place an order by card, payment is held by us in an established account until payment can be transferred to you according to the parameters described below.

9.2 Authorisation: You authorise us to act as your agent to accept, receive and hold the above amounts on your behalf and you authorise us to notify third parties (including Clients) that we are authorised under these terms. The customer in the shop pays with full discharge of any payment obligation towards you for these amounts.

  1. ON PAYMENTS FROM US AND FROM YOU

10.1 Statements: The debit/credit report between both parties will be issued every 14 days. The Statement includes:

10.1.1 The amount you owe to FALCON for the relevant period will be charged in accordance with the agreement. It may include the various partner or product fees, possible fees for the services we provide, top placement or others, which have been communicated beforehand;

10.1.2 the Gross Amount of all Orders for the relevant period;

10.1.3 data concerning any balance we have advanced or amounts paid to or received from FALCON since the previous Declaration.

10.2 Payments due to you: In view of the foregoing, all amounts due to us on your behalf will be delivered to you after all amounts due to us are deducted before the next report.

10.3 Payments due by you: If any amount is due to us, it must be paid within 7 days as the declaration will serve as an invoice. Interest of 1.5% per month will be charged for each unpaid amount from the date on which the payment should have been made until the date on which the amount is set off against amounts we owe you or the date on which we receive the amount. The amount due to us may be collected directly from outstanding or future payments. Such behaviour if repeated could penalise the relationship and lead to the suspension of all activities agreed upon by us.

10.4 Withholding and compensationIt is our right at any time to set off any amount we have to receive against any amount we have to pay. In respect of Chargebacks (and any associated costs and expenses) or any other costs or expenses incurred by us, FALCON may withhold these from the amounts held on your behalf, including those that we reasonably expect to incur as a result of a breach by you of the Partner Agreement (“withholdings”).

10.5 Disputed Statements: If you do not agree with any Declaration, you must notify us within 14 days of its delivery, giving reasons. Otherwise it will be considered accepted.

10.6 Refunds: FALCON is not obliged to make any refunds for services or related matters paid for by you (including Product or Top Placement payments).

  1. PARTNER’S POWER TO CONTRACT AND CHANGES TO THE PARTNER’S TITLE

11.1 Power to contract: Unless otherwise agreed, the person who has signed the Special Terms and Conditions, any of their employees or partners, and anyone who we believe may be acting on your behalf, may provide us with any information about you as we are authorised to do so. Any information or evidence necessary to prove your ownership of partners or business activities must be delivered promptly if requested by us.

11.2 Changes in Ownership: In the event of discontinuation of the operation of your business or of a permanent or temporary transfer of rights in favour of someone else, you must notify us promptly in writing. We will endeavour to contact you in the event that we receive communications from someone else regarding changes and details such as ownership, or changes in the account where payments are made. You agree that if you do not answer or send any of the listed communications, we may terminate the partner contract without notice, without prejudice to our right to compensation for damages.

  1. ON THE AUTHORISATIONS YOU GIVE US AND ON COMPLIANCE WITH THE LAWS

12.1 Compliance with Laws: It is imperative that you and your delivery personnel comply with all laws and regulations, e.g. on VAT, data privacy, safety, health and protection of workers complied with and insured, if requested to do so you must provide evidence thereof.

12.2 Licences and consents: Throughout the duration of the contract, all necessary permits and authorisations must always be in your possession and in that of your contractors. You must also notify us immediately if you are no longer in possession of any authorisation due to revocation, suspension, expiry, etc. By entering into our partner contract, you will not be able to enter into any other contracts that cannot be fulfilled if you are bound by the restrictions given in the latter.

12.3 Protection of your personal data: The manner in which the entity’s data is processed is described in the Partner’s Privacy Policy document attached to this contract.

12.4 Costumer Data may only be processed with regard to the fulfilment of orders. You must respect the protection and rights of the data of the persons to whom it belongs, so you may not disclose it outside our e-commerce service. You will follow all our rules on deletion or return of data. You must not send marketing communications to customers and you may not process the data in any other way than specified without our prior written consent. Customers should only be contacted by anonymous numbers or other methods indicated by us. All violations must be reported to us immediately.

12.5 Identity of the persons concerned:

The Partner’s processing of data ends with the first contract end date plus 28 days including titles, first name, last name, e-mail address, Order details, delivery address, telephone number and online identifiers, including IP address.

12.6 Taxes: All applicable taxes are your responsibility from collection to payment.

  1. PARTNER’S DUTIES

The Partner shall co-operate with FALCON in order to ensure that the service and supply functions as follows:

  1. the Partner must reply to the webmaster within 48 hours at the earliest;
  1. the equipment and the Internet connection to use the site are the responsibility of the Partner;
  1. The partner must keep the product catalogue updated and maintained on a daily basis, taking into account the actual availability of the warehouse;
  1. Products may only be exchanged via FALCON, it is forbidden to direct customers to external channels.
  1. For those who are not authorised and properly trained, using the port is prohibited, so all passwords and access keys to the personal profile must remain confidential.
  1. The operation and content of the site must be taken care of.
  1. SUSPENSION OF SERVICES

The services shall be suspended if the Partner conducts its business in a manner that damages FALCON, our goodwill or our reputation, or if we consider that it has breached the obligations of the Partner Agreement. All services including profile and sales on any channel will be suspended. It is our discretion to mention one or more of the profiles you manage.

  1. DURATION AND DISSOLUTION

15.1 DurationThe Partner Contract comes into force for both parties upon its signature. Initially it has a duration of 24 months. Thereafter, renewal occurs automatically with a duration of 12 months,unless it is dissolved.

15.2 Withdrawal and TerminationThe Partner may terminate the Partner Contract at any time by giving 30 days written notice. FALCON has the right to terminate the Partner Agreement immediately also by simple written notice by email. Furthermore, FALCON may terminate the Partner Agreement at any time by giving at least 15 days’ notice in writing.

15.3 Automatic DissolutionWe ask you to provide us with information or to sign additional documents for the purpose of onboarding the Partner or for other compliance reasons. You agree that if you are unable to comply with our requirements within 60 days after signing and as a result the Partner cannot be placed on the website within this period, the Partner Contract shall automatically terminate on the sixtieth day after signing.

15.4 Obligations upon Termination of the Partner Contract: When the Partner contract is terminated, regardless of the reason, the Partner’s profile will also be removed or disabled from sales channels. Both parties shall immediately stop using the intellectual rights of the other party both online and offline. Each party shall also promptly cease using the intellectual property rights of the other party, both online and offline We have no responsibility for cached versions of sales channels that may exist in web browsers and servers as they are beyond our control.

15.5 Continuity of certain rights and obligations: The rights and obligations with regard to the consideration due to us, payments by us, you and the customer, liability, indemnification and miscellaneous shall continue to apply even in the vicinity of termination of the contract.

  1. LIMITATION OF LIABILITY AND INDEMNITY

16.1 Liability: Liability with regard to damage to health or life of the person shall not be excluded or limited if due to the negligence of the Partner or its employees.

16.2 Exclusion of our liabilityFALCON shall not be liable to you either in contract or in tort for your negligence, breach of statutory duty or any loss or damage to reputation, business, goodwill, data, loss of actual or anticipated profit or loss or any direct, indirect or consequential damages; the same applies to cost damages, direct or indirect loss relating to errors, failures or other interruptions in the Customers’ ability to place Orders for any reason whatsoever.

16.3 Limitation of our liability: Any liability to you for a loss in respect of the contract for any reason whatsoever is limited to an amount determined by us on your behalf.

16.4 Force Majeure: We shall not be liable to you in the event of delay or failure to perform our obligations under the Partner Contract due to any reason beyond our control. In the event of delay or non-performance for any reason beyond our control

16.5 Indemnification: For any cost, damage, loss, claim, chargeback caused to FALCON, as well as for any damage, loss, claim of a customer or another due to any breach of contract, infringement of intellectual property rights or default on your part, you shall indemnify.

  1. OTHER

17.1 Entire AgreementThe Partner Contract is the final and only agreement between both parties. It therefore supersedes and extinguishes all previous drafts and understandings, both written and oral.

17.2 Assignment and subcontracting by the CONTRACTORFALCON has the right to assign, subcontract or transfer all or part of its rights and obligations to any person over whom it has at least 50% control or by whom it is controlled or to any person who has obligations on FALCON as the latter has obligations on you in respect of the partner contract, including in the event of the transfer of a company or business unit.

17.3Assignment and subcontracting by the Partner: According to the Partner Contract, you may only assign, subcontract or transfer all or part of your rights or obligations with our prior written consent.

17.4 Confidentiality: During the term of the agreement and for 10 years after termination, any non-public information received by one party in accordance with the Partner Agreement relating to the other party shall not be disclosed, for any reason other than lawful.

17.5Partial disabilityIf any term of the contract is determined to be invalid in whole or in part, it shall be modified and made enforceable, valid and lawful. In any case, the rest of the contract remains in full force and effect.

17.6 Language: The Partner contract may be translated into English. In the event of discrepancies or difficulties in interpretation, the Italian language version shall prevail.

  1. RESI

18.1 Return Policy: Without prejudice to the previous clauses, returned items must comply with the following criteria:

a) Items must be unused and undamaged, including attached and undamaged labels. They should be shipped in their original packaging.

b) Shoes and accessories must be returned with their original protective cases and bags if provided and placed inside a protective outer box for shipping.

c) The shoes must not have a damaged sole and the box must not be damaged.

d)If a product has a FALCON or brand security seal, it must be returned in its original position.

e) Socks, underwear and swimwear must be tried on while wearing your own underwear. They must be returned in unopened, undamaged packaging. We do not accept any returns that have been worn or soiled.

f) The jewellery must be returned in the same condition in which it arrived, including its packaging and the documents provided.

g) Beauty products must be returned unopened and unused, with seals and any packaging intact. Whereas for products containing hazardous or flammable materials, since they may pose risks during storage, handling or transport, we cannot accept returns.

h) Articles made to order cannot be returned, as they are custom-made, unless they are damaged or defective upon delivery.

General Conduct Regulations:

1) Please try the products on carefully so that you can return them in the same condition.

2) Returned articles with damage, dirt stains or any obvious changes will be rejected and sent back to the customer, who will be charged the normal shipping costs (cash on delivery payment).

3) In the event of receiving damaged or defective articles, the e-mail address to write to for support will be exclusively contact@falconmagazine.it. .

18.2 Cooling-off period: If the customer for any reason is not satisfied with the purchase, he/she may notify us within 14 days and from that notification has a further 14 days to send the products back to us to process the return.

18.3 Allocation of expenses for return: All costs related to returns are borne by the customer both within the EU and outside the EU. If returns are not communicated and sent on time or the products do not meet our standards, FALCON is entitled to reject them.

Place and Data _________________________________

Simone Carinetti The Partner

_________________________ __________________________

The partner has read and expressly accepted each part of this contract.

The Partner

___________________________

GLOSSARY :

Sales Channel‘ i.e. the Website, its platforms and mobile applications.

Chargeback“is the cancellation of the transaction against any attempted fraud by illegitimate companies or users.

Customer’ who uses the sales channel to place an Order.

Commission” the total amount with applicable taxes charged to you on the Gross Amount of each Order. The amount of the commission (excluding taxes) is indicated in the Special Terms and Conditions of the Partner Contract.

Partner Contract” i.e. the contract concluded between you and us, consisting of the General Terms and Conditions, and any other conditions, rules, guidelines or other documents attached as part of the contract provided by FALCON.

Gross Order Amount” means the total amount charged by you to the Customer for an Order (including the value of the goods plus any delivery charges charged by you) and any applicable taxes.

Card Order” when the Customer uses a credit or debit card or other electronic payment instrument to place an order for which we directly or indirectly collect payment on behalf of the partner.

Order” an order or any customer comment concerning your goods communicated by us to you.

Product” any software that FALCON provides to you (or your staff or contractors) for the purpose of receiving or handling Orders.

Delivery Services“the service described in Art. 3.3 of these General Terms and Conditions.

Service(s) “ means the services provided by FALCON described within the clauses and these General Terms and Conditions.

Administration Expenditure” administration fee, plus any applicable taxes that FALCON charges to the partner in connection with each Order. The amount of this charge (excluding taxes) is indicated in the Special Terms and Conditions of the Partner Contract.

Delivery Charge” the delivery charge is handled by the partner as described in section 3.3.

Partner Expenses” means the expenses the partner incurs relating to the Commission, the Administration Fee and the Delivery Fee.

General Terms and Conditions” means these general terms and conditions of the Supplier.

Special Terms and Conditions’ these conditions may be annexed to these General Terms and Conditions, which FALCON and you have signed in exceptional cases.